DOJ announces self-disclosure policy for all criminal cases

The Department of Justice (DOJ) recently announced its first ever Department-wide Corporate Enforcement Policy (CEP), following Deputy Attorney General Todd Blanche’s December 2025 announcement that such a policy was forthcoming.  The policy offers a declination with no penalties and no monitor to companies that voluntarily self-disclose, fully cooperate and timely and appropriately remediate, absent aggravating circumstances.  Where aggravating circumstances are present (such as pervasiveness or egregiousness of misconduct or recidivism), DOJ still maintains the discretion to issue a declination.  In cases with aggravating circumstances where DOJ does not decline, or where a company has a “near-miss” voluntary disclosure, the company would receive a non-prosecution agreement (NPA) with a potentially shortened term and a discount of 50–75% off the otherwise applicable fine, as well as no monitor.  The new policy also includes a simple-to-follow flow chart for ease of reference.

With this announcement, for the first time, DOJ will have a corporate enforcement policy that applies to criminal cases across all components and U.S. Attorneys Offices except for antitrust cases (which are subject to their own leniency program).  According to DOJ, the new policy “is designed to: (1) drive early, voluntary self-disclosure of criminal conduct; (2) promote timely and effective enforcement of criminal laws, including holding culpable individuals accountable; (3) reduce harm; (4) facilitate prompt remedial action, including requiring companies to compensate victims and address corporate deficiencies; (5) help ensure consistency across the Department; and (6) transparently describe the Department’s policies and decisionmaking.”  There are a number of beneficial aspects of the policy that are more favorable to companies than corporate enforcement policies announced in prior years, but it will be important for companies to continue to consider the risks and benefits of voluntarily disclosing misconduct.

Key aspects of the new policy

The core components of DOJ’s new corporate enforcement policy are the incentives it provides for companies that disclose misconduct to DOJ and fully cooperate and remediate.  Specifically, the CEP requires a declination if a company voluntarily self-discloses to the appropriate DOJ component, fully cooperates and timely and appropriately remediates, in the absence of aggravating circumstances.   

Voluntary self-disclosure

The CEP outlines several requirements for a company’s self-report to qualify as a voluntary self-disclosure:

• The disclosure is made in good faith;
• The disclosure is made to the appropriate DOJ component;
• The misconduct is not previously known to DOJ;
• The company has no preexisting obligation to disclose the conduct to DOJ;
• The disclosure occurs prior to an imminent threat of disclosure or government investigation; and
• The disclosure occurs within a “reasonably prompt” time after the company learns of the misconduct.

For the voluntary self-disclosure to result in a declination, there must be no aggravating circumstances.  Aggravating circumstances include the nature and seriousness of the offense, the egregiousness or pervasiveness of the misconduct within the company, corporate recidivism and the severity of harm caused by the misconduct.  Findings of corporate recidivism are based on criminal adjudications or resolutions either within the previous five years or otherwise based on similar misconduct by the company.  Unlike in prior versions of DOJ corporate enforcement policies, high-level executive involvement in the misconduct is not an aggravating circumstance.

Moreover, even in cases with aggravating circumstances, “prosecutors retain the discretion to nonetheless recommend a CEP declination based on weighing the severity of those circumstances and the company’s voluntary self-disclosure, cooperation and remediation.”

The CEP also contains a Corporate Whistleblower Awards Pilot Program Exception to the general rule that the disclosure must be made absent an imminent threat of disclosure and before DOJ learns of the allegations.  Under this exception, a company can still qualify for a declination if a whistleblower makes an internal report to the company and/or a whistleblower submission to DOJ as long as the company (1) self-reports the conduct to DOJ as soon as reasonably practicable—but no later than 120 days after receiving the whistleblower’s report—and (2) meets the other requirements for voluntary self-disclosure under the CEP. 

The policy also includes a statement that DOJ will let the company know whether it qualifies for a declination as promptly as possible after the company’s disclosure.  In the past, companies would often have to wait until the end of the investigation to learn whether their report qualified as a voluntary disclosure under the program. 

“Near miss” cases

The policy establishes a specific approach for “near miss” voluntary self-disclosures, where the company has fully cooperated and timely and appropriately remediated but is nonetheless ineligible for declination because either (1) its good faith self-reporting did not qualify as a voluntary self-disclosure under the CEP or (2) aggravating factors that warrant a criminal resolution are present.  For example, a “near miss” case occurs where DOJ is already aware of the misconduct, but the company has otherwise met the CEP requirements.  

In such circumstances, DOJ will provide an NPA and reduce the otherwise applicable fine by 50–75% from the low end of the applicable U.S. Sentencing Guidelines range. Additionally, DOJ will decline to impose a monitor and may limit the term of the NPA to less than three years.

Resolutions in other cases

If a company does not qualify for a declination under the CEP or a resolution under the policy’s “near miss” provision, prosecutors will maintain discretion to determine the appropriate resolution.  The company will not receive a fine reduction of more than 50%.

Other relevant factors

To qualify for a declination, companies must fully cooperate and timely and appropriately remediate. Full cooperation requires timely, truthfully and accurately disclosing all facts and non-privileged evidence relevant to the conduct at issue.  Cooperation also requires preserving and disclosing relevant documents and de-conflicting witness interviews and other investigative steps to prevent the company’s own investigation from conflicting or interfering with DOJ’s.   

With respect to de-confliction, the CEP notes that it is not intended to “prohibit a company from taking steps that it is otherwise under an obligation to take under applicable laws and regulations,” but that where such steps may conflict with DOJ’s investigation or a de-confliction request, the company is expected to notify DOJ in advance of taking such action with sufficient time to allow DOJ to respond.

With respect to remediation, companies must address the root causes of the conduct, implement an effective compliance and ethics program and appropriately discipline employees. Companies must also appropriately retain business records and take any additional steps that demonstrate the seriousness of the company’s misconduct, the acceptance of responsibility for the misconduct and the implementation of measures to reduce the risk of repetition of the conduct.

The CEP includes a simple-to-follow flow chart to help companies determine whether they are eligible for a declination.

The policy applies to all criminal cases across DOJ, except for antitrust cases, which are subject to a leniency program that has existed for more than 30 years. 

Key takeaways

DOJ’s new corporate enforcement policy marks the first time that all corporate criminal cases at DOJ (other than antitrust cases) will be subject to the same policy, makes clear that DOJ is emphasizing transparency and consistency in its approach to corporate enforcement and furthers DOJ’s longstanding efforts to incentivize voluntary disclosures.   

There are a number of features of the policy that are more favorable to companies than component-specific policies from prior years.  For example, the fact that high-level executive involvement in the misconduct is not an “aggravating circumstance” means that a company will still receive a declination even if the investigation reveals that the misconduct went higher up within the company than originally thought.  Likewise, the fact that DOJ will now inform companies as soon as possible after the disclosure whether they qualify for a voluntary disclosure addresses the concern that companies would often wait years before learning whether they qualified.

The policy also signals DOJ’s continued shift away from imposing monitorships, which have long been criticized for the considerable burdens and costs they inflict on companies. 

Companies should continue to weigh the risks and benefits of disclosure under this policy when they discover potential misconduct.